Healthcare Transactions

Overview

BakerHostetler is highly experienced in healthcare mergers, acquisitions, and affiliations. Holding a unique position in the marketplace, our healthcare transaction practice comprises a multidisciplinary team of lawyers with extensive experience in structuring complex business arrangements for the healthcare industry. We represent all types of healthcare providers across the country, including nonprofit and for-profit hospital organizations, health systems and academic medical centers, long-term care facilities, physician practices, imaging centers, infusion centers, pharmacies, dialysis providers, biotechnology and medical device companies, home health agencies, durable medical equipment providers, ambulatory surgery centers, and other ancillary service providers, in structuring and closing acquisition and other change-of-control transactions. Intimately familiar with the Affordable Care Act, our transaction counsel has been deeply engaged in helping clients adapt to and capitalize on the Affordable Care Act, knitting together the various legal challenges from an aggregate of perspectives.

Our Approach

We have a deep understanding of the complex business issues facing our clients and provide value through responsive and creative solutions for navigating the multitude of legal and regulatory issues involved in change of control transactions. Members of our team are experienced in representing both buyers and sellers and affiliation partners through the full life cycle of a transaction, including:

Initial management consideration, analysis, and conceptualization of a transaction

Due diligence and regulatory review including multi-state regulatory approvals and compliance with federal and state physician-self referral, anti-kickback, medical privacy, and licensing laws

Board discussions and approvals including strategic planning and special counseling

Negotiating the transaction agreements

Analyzing and assisting in the completion and filing of applicable regulatory and reimbursement applications

Closing of the transaction

Operationalizing and integrating the target’s business

We work with clients to develop the corporate and contractual structures required to create fully integrated models of care that deliver both efficiency and quality of outcomes. We take a team approach to healthcare transactions, working with other specialists engaged by our clients—including investment bankers, accountants and public relations firms—and drawing on the skills of our lawyers nationwide to handle antitrust, tax, real estate, corporate compliance, privacy, environmental, employment and labor, litigation, FDA, intellectual property, international trade, and public policy concerns.

Select Experience

Represented Summa Health System in a transaction with Catholic Health Partners (CHP) in which an affiliate of CHP became a minority member of Summa Health System.

Represented Cardinal Health, Inc. in more than 15 acquisitions in recent years, including the $490 million acquisition of privately held Enturia, Inc., the manufacturer of infection prevention products sold under the ChloraPrep® brand name, and Dik Drug Company for an undisclosed amount.

Represented Holzer Clinic Inc., a large multi-specialty physician group, in an acquisition by Holzer Consolidated Health System, structured as a reverse merger. The Health System also acquired the real estate assets and several joint ventures held in separate entities affiliated with Holzer Clinic.

Represented University of Louisville physicians in a multi-year effort to transform 24 independent for-profit and not-for-profit physician practices into a single multi-specialty clinically integrated operation.

Assisted with the Cuyahoga Falls General Hospital sale of assets to Summa Western Reserve Hospital.

Represented the Health Alliance in the formation of a multi-hospital system and its ultimate splitting into several components.

Represented the Health Alliance in the acquisition of the Drake Center, then a government-controlled entity.

Represented a large hospital system in a restructuring of the relationship among all controlled and semi-controlled affiliates and a reorganization of its governance structure and bond obligated group.

Represented Doctors Hospital in its acquisition of a number of physician practices.

Represented Forum Health in connection with the combination of the Youngstown-based hospital system, Western Reserve Health System, with Trumbull Memorial Hospital in Represent “conversion” foundations that have resulted from the sale of tax-exempt hospitals.

Representative Transactions with Healthcare Plans

Represented the purchaser in the acquisition of the Hometown Health System (a health insuring corporation and a health insurance company) from Akron General Hospital.

Represented Central Benefits in several acquisitions of third-party administrators, including its acquisition of Healthscope, its acquisition of Plan Handlers, Inc. and its acquisition of Morris Associates, Inc.

Represented Central Benefits in several transactions involving the sale of its business, including the sale of its “book of insurance business” and the sale of its TPA businesses.

Represented several entities, including healthcare entities, in connection with off-shore reinsurance companies.

Advised Morgan Joseph in an acquisition by Healthfirst, the largest Medicaid managed-care plan downstate of Neighborhood Health Providers.

Represented Progressive Medical, Inc., a pharmacy benefits manager and provider of ancillary healthcare services, in its sale to Stone River.

Representative Transactions with Primary Care Providers

Served as transaction counsel to a very large anesthesia group practice in connection with the sale of the group’s management assets to a national private equity firm; representation included counseling the client on the negotiation of transactional documents, structuring the transaction in accordance with federal law and state law including state prohibition against the corporate practice of medicine, and regulatory and third party reimbursement issues.

Counseled several clients on “partnership models” with employed and community physicians to achieve an accountable care organization.

Represented Holzer Clinic Inc., a large multi-specialty physician group, in an acquisition by Holzer Consolidated Health System, structured as a reverse merger. The Health System also acquired the real estate assets and several joint ventures held in separate entities affiliated with Holzer Clinic.

Represented Texas Health Resources in its acquisition of MedicalEdge Healthcare Group for $157 million.

Represented one of the Ohio State practice groups in its affiliation with OSUP in connection with its consolidation of its faculty practice plan and in connection with separation from the remaining physicians who decided not to join OSUP.

Assisted in the development of one of the first accountable care organizations in the country for a regional Ohio health system with a large employed physician base as well as a large independent medical staff. We worked with the health system to develop an organizational structure, governance model, organizational documents and provider agreements. We also advised on the regulatory issues associated with the integration.

Represented University of Louisville physicians in a multi-year effort to transform 24 independent for-profit and not-for-profit physician practices into a single multi-specialty clinically integrated operation.

Represented a large healthcare system in the acquisition of a physician group for $157 million.

Represented client in two different physician/health system whole hospital joint ventures.

Represented a group of physicians in the sale of their medical practice to Mt. Carmel Hospital.

Represented a large national dental practice management company with multiple asset acquisition transactions in more than 21 states.

Responsible for regulatory oversight of statutory, regulatory and case law that could impact business model.

Assisted rural health network in the development of a Community HUB Pathways program.

Represented large gastroenterology group with issues related to corporate governance, real estate acquisitions and fraud and abuse and HIPAA compliance.

Represented multiple dental professional corporations in various jurisdictions with corporate governance, fraud and abuse and HIPAA compliance.

Represented owner of an urgent care clinic in the sale of assets and related real estate to a hospital system in Missouri.

Negotiated the acquisition of a group of 70 nursing homes in a six-state area together with handling all licensure and Medicare/Medicaid Changes of ownership.

Represented large physician group in the creation of a physician-led foundation model with local community hospital.

Served as lead counsel in separate faculty practice plan consolidations involving the acquisition of over 1,200 physicians and 26 corporations.

Represented large national client in numerous acquisitions of non-clinical assets of dental groups.

Advise providers on reorganizations designed to align business interests, minimize corporate income taxes, reduce state, and local taxes and unrelated business income tax exposure, and minimize risk of revocation of tax exempt status.

Representative Transactions with Other Service Providers

Represented Cardinal Health, Inc. in more than 15 acquisitions in recent years, including the $490 million acquisition of privately held Enturia, Inc., the manufacturer of infection prevention products sold under the ChloraPrep® brand name, and Dik Drug Company for an undisclosed amount.

Represented US Endoscopy in its sale to STERIS Corporation for $270 million.

Represented Baxa in its $380 million acquisition by healthcare company Baxter International Inc.

Represented American Dental Partners, Inc. (ADPI), a leading dental practice management company with operations in 21 states, in its sale to JLL Partners, a New York-based private equity firm, in a going private transaction valued at $398 million. We have represented ADPI since its formation in December 1995 and in all of its acquisitions, including its initial public offering in 1998, and continue to represent the company following the consummation of its sale to JLL Partners.

Represented Fisher Scientific International, Inc., in five recent transactions valued between $49 million and $150 million.

Represented Sarnova, Inc., a US-based distributor of healthcare products in the emergency medical services and respiratory markets, in multiple acquisitions, including its acquisition of Blue Ridge Medical, a supplier of pharmaceuticals to the EMS community; its acquisition of Metropolitan Medical, Inc., a medical products supplier; its acquisition of CardioVascular Concepts, Inc.; its acquisition of DXE Medical; and its acquisition of Progressive Medical International.

Served as healthcare regulatory counsel in connection with a high-value and multi-faceted sale of a large specialty pharmacy company; representation included regulatory filings for almost 300 pharmacy licenses, permits, and Medicare and Medicaid applications involving significant coordination among agencies.

Served as healthcare regulatory counsel in connection with a complex and high stakes sale of a national, full-service pharmacy benefit management company; representation involved all aspects of the sale including a corporate reorganization and numerous regulatory filings that required significant interaction with healthcare regulatory agencies throughout the process.

Represented Brown Holdings and affiliated entities, which provided medical billing services for hospitals and other healthcare entities, in its sale to Data Image Holdings, Inc.

Represented Mediserv in its acquisition of a chain of pharmacies.

Represented health system in the sale of laboratory business to publicly traded laboratory company.

Represented a medical billing coding company in its acquisition of another billing entity.

Financings

Involved in a number of private placements to finance various healthcare ventures.

Represented a number of healthcare companies in connection with public offerings.

Over the last five years, the firm has served as either borrower’s counsel or underwriter’s counsel on more than 40 transactions involving bond financings of more than $1.5 billion of financing.

Represented Maple Knoll Communities on the $30.9 million Series A (publicly underwritten) and $29 million Series B (privately placed to 3 banks) and $9.2 million Series C (privately placed to 1 bank) Economic Development (Hospital Facilities) Revenue Bonds, Cincinnati, Ohio.

Key Contacts

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